What is a company limited
by guarantee?

A company limited by guarantee is a company that does not have shareholders. Instead, it is owned by a group of members known as guarantors who all agree to pay a certain amount of money when the company gets into any problems. The profits earned by this sort of organization are reinvested for different purposes in the organization.

This type of company has a different lawful identity; it is responsible for hiring human resources, borrowing credit, purchasing and selling property, and defending a lawsuit. This type of organization drafts a memorandum of association.

What is a company limited by guarantee?

What does a company limited by guarantee mean?

A company limited by guarantee has a business structure that is incorporated at Companies House, one or more members called guarantors run it, is managed by one or more directors, it is responsible for its debts and exists as a legal person that is separate from its guarantors and directors.

The limited by guarantee company is another term for a non-profit organization or charity. People who control it generate income for non-profit purposes instead of personal gain.

This type of company is prevalent in the UK; they are formed to protect the assets of non-profit organizations, unions, and membership organizations. Guarantee companies are a preferred choice for property management companies created to hold an interest in property divided into units.

What is different about a guarantee company?

A guarantee company is different from other types of companies; for starters, it is a type of corporation designed to protect its members from liability, and it is formed when non-profit organizations wish to attain corporate status. It is registered at Companies House.

Members, not shareholders

A guarantee company does not have shareholders; instead, it is incorporated by members called guarantors who pay a specific sum of money to participate. The funds can vary by member and size of the company and whether it is public or private. The guarantors meet at the annual general meeting and elect a committee to manage the organization on their behalf.


Guarantee companies can hire directors who are given a salary in agreement with the company. These companies are incorporated by having at least one director and one member, which is similar to traditional corporations limited by shares. The directors are appointed by outside bodies like charities or local authorities who are supporting the project. Particular interest groups appoint some directors

No share capital

This type of company cannot have a share capital, limiting its fun-raising capacity because it does not give shares to those who join or support it. Therefore, the company is owned and controlled by all members, but they do not have shares that they can sell whenever they need to.

Not for profit'

Guarantee companies are not formed for profit-making, but they are as well not barned from issuing profits by any law. However, there are restrictions to how the profits and assets are distributed when the company is running or when the company is in any sort of problem.

Exemption from having 'Limited' at the end of the name

Guarantee companies can be exempted from having the word "Limited "at the end of their names when set up for specific projects.

What is a company limited by guarantee without share capital?

There are two types of companies limited by guarantee- companies limited by guarantee having share capital and company limited by guarantee without share capital.

The Guarantee company without share capital does not obtain initial capital or working capital from its members. The company will raise its funds from different sources such as endowments, grants, subscriptions, and fees.

The company limited by shares will initially work with funds collected from its members, but once the operation has started successfully, working funds can be received from the services rendered in the form of fees, charges, and subscriptions.

What is the structure of a company limited by guarantee?

A company limited by guarantee is made up of members and directors. The company itself is responsible for its debts as it is a district legal entity from its guarantor. Members' assets are protected since they are not personally liable for any of the company's debts. Members are only supposed to pay the agreed amount as per their guarantee only in the event of the company's insolvency.

Any corporate body or person can be a guarantor as only one director, and one member must establish the company. The same person can assume both positions when starting the company, but multiple members are allowed.

Guarantee companies are for non-profit purposes; all the profits generated from the company are reinvested in the company to promote all its activities. All guarantee companies must include the word limited in their names as the word gives trust to clients and investors.

What are companies limited by guarantee used for?

Guarantee companies are used when non-profit organizations need to enter into a lease, purchase supplies, or employ staff. Guarantee companies are not the right choice for businesses as there is limited capital and the day-to-day activities of the companies are financed by members; all profits made are put back into the company so that it can be able to fulfil all of its goals as described in the articles.


All the charity work regulated by the charity commission and profits are retained within the company for such purposes.

Property management companies

They help manage blocks of flats, and the freehold is often owned directly by the company, with the tenants becoming members of the company. When tenants leave, they resign their membership.

Public sector bodies

They help manage all the local government's public sector bodies; they help with childcare, transport, social care, social housing, etc.

Clubs and private associations

They help manage clubs and private associations, as stated in the articles.

Trade associations and research bodies

They help fund and manage all the local trade associations and research bodies.

Schools, colleges, and religious institutions

They help fund and manage schools, colleges, and religious institutions that are stated in the memorandum of association and articles.

Advantages of trading as a company limited by guarantee

  1. The t of members is limited to the amount of guarantee they issue out to the company property. The amount is typically nominal, and members must only pay the guarantee they have provided when winding up the company limited by guarantee.
  2. The limited status of the company builds trust and confidence in clients and supporters, which helps the company achieve all its goals effectively.
  3. The company is a separate legal entity from its owners, hence its responsibility for its own depts. All members do not have to worry about getting into debt. in the future.
  4. The guarantee company does not have shares to give its members. This means all guarantors have equal rights to the company. Every member has control, and no one is above the other.
  5. The personal assets of the company's guarantors are protected. Members will only be responsible for paying company debts up to the number of their guarantees.
  6. The company is generally regarded by funding bodies and public agencies as a more stable structure than a voluntary structure; this builds trust from investors and supporters.

Disadvantages of trading as a company limited by guarantee

  1. Setting up and administering the company is expensive; annual costs are higher, especially if there's an external company secretary or if formal audits are required.
  2. This type of company cannot issue shares, members do not receive dividends from profits, and it does not have share capital and hence cannot raise capital. Businesses rarely use these types of the company because of all those reasons. They are common among recreational clubs and in the non-profit sector.
  3. The ongoing requirements to notify the Companies House of a change in directors, a change in the company secretary, etc., is quite tiresome. Annual accounts and annual returns have to be filed and are charitable; a company must also file an annual return with OSCR and notify them before making any specific changes.
  4. Different statutory requirements have to be followed in relation to members' meetings, etc. The company structure can be intimidating for those thinking of joining as members or to be appointed as directors.
  5. Keeping the members in tack can be difficult, especially when they move to another house and can't be contacted. This can be a significant issue when the company is wound up and needs all members to participate and develop a solution to move forward.

What happens to the profits the company makes?

All the profits made by a guaranteed company are reinvested in the company to achieve all its goals more effectively.

How can a company limited by guarantee raise funds if it has no shares to issue?

Limited guarantee companies get funds from investors, clients, and supporters.

Do I have to register as a company limited by guarantee?

Yes, you need to register the company at the Companies House.

Why would I incorporate a company limited by guarantee?

The main reason why people join limited by guarantee companies is that the company protects its members from personal liability for the company's debts, just as a business may be set up as a company limited by shares for the same reason. The company is generally regarded by funding bodies and public agencies as a more stable structure than a voluntary structure; this builds trust from investors and supporters.

Who owns a company limited by guarantee?

No one owns the company limited by guarantee. There are no shares in the company; all members are required to participate and fund the company to run its day-to-day activities.

Who can be a guarantor?

Any person can become a guarantor; this person is required to contribute to the company as all members do.

Can guarantors take a share of the profits?

Guarantee companies do not issue shares, meaning all members are not entitled to any shares in the company. All the profits are reinvested in the company. However, it is possible for members to distribute profits among themselves, but then the charitable status of the company becomes invalid.

How many people will I require to register a company limited by guarantee?

When registering a company limited by guarantee at the Companies House, they will require at least one director and one guarantor. However, you can assume both positions when starting on your own, or you can have directors and other members; it's all up to you.

How do I register for a limited by guarantee company?

There's quite a lot of information required when registering a limited by guarantee company. The information needed to register the company includes company name, registered office, directors, company secretary (if any), and members. You register the company by filing a memorandum and articles of association at Companies House. The memo describes how the members want to form the company. The articles of association mention how the company will operate, how meetings will run, the voting rights and procedures. And how directors and officers will be appointed. The article also states what the company is set up to do.

Can you buy a company limited by guarantee?

Yes, it's very much possible to buy a limited by guarantee company.

Can I set up a limited company on my own?

Yes, you can set up a limited company on your own.

Limited by shares Vs limited by guarantee

A company limited by guarantee does not have a shared; therefore, no shareholders operate the company. On the other hand, companies limited by shares have shareholders. The shareholder's liability is limited to the amount they have paid to provide adequate consideration for the shares that they own.

A company limited by guarantee is suitable for anyone who wants to set up and operate a social enterprise or a non-profit organization. On the other hand, limited by shares companies are not an appropriate model for not-for-profit charities or organizations. They are set up for individuals who wish to operate a commercial partnership to reduce their financial liability.

How does a company limited by guarantee distribute profits?

Guarantee companies are not for profit-making purposes, but they act like non-profit organizations, and all the profits made in the company are reinvested to promote all its activities. If there is a distribution of profits, then the company will have to forfeit its application for charitable status.

A company limited by guarantee is able to distribute profits to its members if allowed to by the articles association. However, the company would not be eligible for the charitable status.

What is a company limited by guarantee with charitable status?

Guaranteed companies only have charitable status when they use all the profits generated for charity work. But once the members decide to distribute the profits of the company among themselves, the company would drop the charitable status.

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